Common use of Minimum Ownership Clause in Contracts

Minimum Ownership. If at any time following the execution and delivery of this Agreement, SRS’s aggregate Beneficial Ownership of Voting Securities is less than (a) the greater of (x) 7,435,651 and (y) 10% of the issued and outstanding Voting Securities publicly disclosed as of such date, the resignation letter provided by one Applicable Director (or any Replacement thereof) shall become effective, (b) the greater of (x) 5,576,738 and (y) 7.5% of the issued and outstanding Voting Securities publicly disclosed as of such date, the resignation letter provided by one Applicable Director (or any Replacement thereof) shall become effective or (c) the greater of (x) 3,717,826 and (y) 5% of the issued and outstanding Voting Securities publicly disclosed as of such date, the resignation letter provided by the final Applicable Director (or any Replacement thereof), shall become effective (each of the percentages in clauses (a), (b) and (c), a “Minimum Ownership Level”); provided, that in the case of clauses (a) through (c), SRS shall promptly notify the Company of which Applicable Director (as applicable) will resign in each instance and, failing such notice, the Corporate Governance Committee of the Board shall determine which Applicable Director (as applicable) will resign. Following the effectiveness of an Applicable Director’s resignation letter pursuant to this Section 5, SRS shall no longer be entitled to recommend for appointment to the Board any Replacement for such Applicable Director and (ii) the Company shall not be obligated to nominate such Applicable Director or any Replacement thereof (as applicable) for election to the Board at any meeting of stockholders at which directors are to be elected occurring after such time. SRS shall promptly (and in any event within five (5) business days) inform the Company in writing if at any time SRS has failed to maintain any Minimum Ownership Level.

Minimum Ownership. If at any time following the execution and delivery of this Agreement, SRS’s aggregate Beneficial Ownership of Voting Securities is less than (in each case, subject to adjustment in the event of stock splits, dividends, recapitalizations, reorganizations and the like) (a) the greater of (x) 7,435,651 3,946,970 and (y) 10% of the issued and outstanding Voting Securities publicly disclosed as of such date, then (solely in the event that there are then three Applicable Directors on the Board) the resignation letter provided by one Applicable Director (or any Replacement thereof) shall become effective, (b) the greater of (x) 5,576,738 2,960,227 and (y) 7.5% of the issued and outstanding Voting Securities publicly disclosed as of such date, then (solely in the event that there are then at least two Applicable Directors on the Board) the resignation letter provided by one Applicable Director (or any Replacement thereof) shall become effective or (c) the greater of (x) 3,717,826 1,973,485 and (y) 5% of the issued and outstanding Voting Securities publicly disclosed as of such date, the resignation letter provided by the final Applicable Director (or any Replacement thereof), shall become effective (each of the percentages in clauses (a), (b) and (c), a “Minimum Ownership Level”); provided, that in the case of clauses (a) through and (cb), SRS shall promptly notify the Company of which Applicable Director (as applicable) will resign in each instance and, failing such notice, the Corporate Governance Committee of the Board shall determine which Applicable Director (as applicable) will resign. Following the effectiveness of an Applicable Director’s resignation letter pursuant to this Section 5, SRS shall no longer be entitled to recommend for appointment to the Board any Replacement for such Applicable Director and (ii) the Company shall not be obligated to nominate such Applicable Director or any Replacement thereof (as applicable) for election to the Board at any meeting of stockholders at which directors are to be elected occurring after such time. SRS shall promptly (and in any event within five (5) business days) inform the Company in writing if at any time SRS has failed to maintain any Minimum Ownership Level.

Minimum Ownership. If at any time following the execution and delivery of this AgreementAgreement (other than as a result of buybacks or repurchases by or on behalf of the Company), SRS’s aggregate Beneficial Ownership of Voting Securities is less than (a) the greater of (x) 7,435,651 8,095,224 and (y) 10% of the issued and outstanding Voting Securities publicly disclosed as of such date, the resignation letter provided by one Applicable Inside SRS Director (or any Replacement thereof) shall become effective, (b) the greater of (x) 5,576,738 6,071,418 and (y) 7.5% of the issued and outstanding Voting Securities publicly disclosed as of such date, the resignation letter provided by one Applicable Director (or any Replacement thereof) shall become effective or (c) the greater of (x) 3,717,826 4,047,616 and (y) 5% of the issued and outstanding Voting Securities publicly disclosed as of such date, the resignation letter provided by the final other Inside SRS Director (or any Replacement thereof) or, if no Inside SRS Director (or any Replacement thereof) is then serving on the Board, then one Applicable Director (or any Replacement thereof), shall become effective (each of the percentages in clauses (a), (b) and (c), a “Minimum Ownership Level”); provided, that in the case of clauses (a) through (c), SRS shall promptly notify the Company of which Inside SRS Director or Applicable Director (as applicable) will resign in each instance and, failing such notice, the Corporate Governance Committee of the Board shall determine which Inside Director or Applicable Director (as applicable) will resign. Following the effectiveness of an Applicable Director’s resignation letter pursuant to this Section 5, SRS shall no longer be entitled to recommend for appointment to the Board any Replacement for such Applicable Director and (ii) the Company shall not be obligated to nominate such Applicable Director or any Replacement thereof (as applicable) for election to the Board at any meeting of stockholders at which directors are to be elected occurring after such time. SRS shall promptly (and in any event within five (5) business days) inform the Company in writing if at any time SRS has failed to maintain any Minimum Ownership Level.

Minimum Ownership. (a) If at any time following the execution and delivery of this AgreementAgreement (other than as a result of buybacks or repurchases by or on behalf of the Company), (a) SRS’s aggregate Beneficial Ownership of Voting Securities the Common Stock is less than (a) the greater of (x) 7,435,651 and (y) 10% of the issued and outstanding Voting Securities publicly disclosed as of such date, the resignation letter provided by one Applicable Director (or any Replacement thereof) shall become effective, (b) the greater of (x) 5,576,738 and (y) 7.5% of the issued and then outstanding Voting Securities publicly disclosed as of such date, the resignation letter provided by one Applicable Director (or any Replacement thereof) shall become effective Common Stock or (cb) SRS’s Total Net Long Position in the greater of (x) 3,717,826 and (y) 5Common Stock is less than 15% of the issued and then outstanding Voting Securities publicly disclosed as of such date, the resignation letter provided by the final Applicable Director Common Stock (or any Replacement thereof), shall become effective (each of the percentages in clauses (a), ) and (b) and (c)collectively, a “Minimum Ownership LevelLevel 1”); provided, that in the case of clauses then (ai) through (c), SRS shall promptly notify the Company of which Applicable shall not be obligated to appoint the Subsequent New Director if not appointed prior to such time, (as applicableii) will resign in each instance and, failing such notice, the Corporate Governance Committee of the Board shall determine which Applicable Director (as applicable) will resign. Following the effectiveness of an Applicable Director’s resignation letter pursuant to this Section 5, SRS shall no longer be entitled to recommend for appointment to the Board any Replacement for such Applicable the Subsequent New Director and (iiiii) the Company shall not be obligated to nominate such Applicable the Subsequent New Director or any Replacement thereof (as applicable) for election to the Board at any meeting of stockholders at which directors are to be elected occurring after such time. (b) If at any time following the execution and delivery of this Agreement (other than as a result of buybacks or repurchases by or on behalf of the Company), (a) SRS’s aggregate Beneficial Ownership of the Common Stock is less than 7.5% of the then outstanding Common Stock or (b) SRS’s Total Net Long Position in the Common Stock is less than 10% of the then outstanding Common Stock ((a) and (b) collectively, “Minimum Ownership Level 2”; and, together with Minimum Ownership ▇▇▇▇▇ ▇, the “Minimum Ownership Levels”), then (i) the Company shall not be obligated to appoint any New Director that has not been appointed prior to such time, (ii) SRS shall no longer be entitled to recommend for appointment to the Board any Replacement and (iii) the Company shall not be obligated to nominate any New Director or any Replacement thereof for election to the Board at any meeting of stockholders at which directors are to be elected occurring after such time. (c) Prior to the appointment of any New Director to the Board, such New Director shall deliver to the Company an irrevocable resignation letter pursuant to which such New Director shall resign from the Board and all applicable committees thereof if at any time SRS fails to maintain Minimum Ownership Level 1 (in the case of the Subsequent New Director or any Replacement thereof) or Minimum Ownership Level 2 (in the case of the Initial New Director or any Replacement thereof). SRS shall promptly (and in any event within five (5) business days) inform the Company in writing if at any time SRS has failed to maintain any the Minimum Ownership LevelLevels.